ORACLE CRM ON DEMAND DEVELOPMENT ADDENDUM TO THE ORACLE PARTNERNETWORK AGREEMENT

ORACLE CRM ON DEMAND DEVELOPMENT ADDENDUM TO THE ORACLE PARTNERNETWORK AGREEMENT This Oracle CRM On Demand Development Addendum (the " CRM On Demand Addendum ") is between you ( Developer ) and the Oracle entity with which you entered into the Oracle PartnerNetwork Agreement ("Oracle") and shall be governed by the terms of the Oracle PartnerNetwork Agreement between Oracle and you (the agreement ) and the terms set forth below. Definitions used in the agreement shall have the same meaning under this CRM On Demand Addendum, unless expressly stated otherwise. If there is a direct conflict between a term of this CRM On Demand Addendum and a term of the agreement with regard to the subject matter of this CRM On Demand Addendum, the terms of this CRM On Demand Addendum shall prevail. The following terms shall apply for purposes of this CRM On Demand Addendum: 1. Definitions (i) (ii) (iii) (iv) (v) CRM On Demand Developer Materials shall mean any WSDLs (text files created by Oracle that contain XML-based web services definitions describing the CRM On Demand web services interfaces to the CRM On Demand Service for use by Oracle s CRM On Demand Service customers) and other documentation and materials provided or disclosed to Developer by Oracle in connection with the CRM On Demand Developer Service or CRM On Demand Service. CRM On Demand Developer Service means, collectively, (a) any CRM On Demand Developer Materials provided by Oracle to Developer in connection with this CRM On Demand Addendum, (b) the Oracle hosted development environment to which Oracle gives you access under this CRM On Demand Addendum at the designated web site provided to you at the time an account is created (or another designated web site or IP address provided to Developer by Oracle), (c) Customer Care Services provided by Oracle to Developer under this CRM On Demand Addendum as further described in Section 3 below, and (d) the Online CRM On Demand Development Community Forum to which Oracle gives you access under this CRM On Demand Addendum as further described in Section 3 below. The CRM On Demand Developer Service is configured in a manner that replicates the CRM On Demand Service. At Oracle s discretion, Oracle may retain third parties to perform some or all of the services under this CRM On Demand Addendum ( Third Party Providers ). CRM On Demand Service means the CRM customer relationship management program based subscription service that Oracle makes generally available to its customers for production use. Developer Integration means a software application created by Developer in accordance with the CRM On Demand Developer Materials that is designed to interface programmatically with the CRM On Demand Service and to be used internally by customers of the CRM On Demand Service. User(s) means Developer s employees and contractors who are authorized to use the CRM On Demand Developer Service and have been supplied user identifications and passwords by Developer or by Oracle. OPN.CRM OD Development Addendum.v031607_clickwrap_US Page 1 of 5

2. Rights Granted Subject to the terms and conditions of the agreement and this CRM On Demand Addendum, and provided that Developer is an approved member of the Oracle PartnerNetwork Siebel Product Focus Area, Oracle grants to Developer during the term of this CRM On Demand Addendum the nontransferable, nonexclusive right to permit Users to (a) access and use the CRM On Demand Developer Service only for the purpose of creating and testing Developer Integrations for web services as part of the CRM On Demand Service, and (b) use, implement, demonstrate and distribute Developer Integrations to Developer s customers for such customer s internal use with the CRM On Demand Service. If Developer is a Partner level member of the Oracle PartnerNetwork, then Developer shall have two (2) accounts in the CRM On Demand Developer Service; each account may be used by a maximum of three (3) Users, and each User will have ten (10) megabytes of storage. If Developer is a Certified or Certified Advantage level member of the Oracle PartnerNetwork, then Developer shall have four (4) accounts in the CRM On Demand Developer Service; each account may be used by a maximum of three (3) Users, and each User will have ten (10) megabytes of storage. 3. Demonstration Account Subject to the terms and conditions of the agreement and this CRM On Demand Addendum, and provided that Developer is an approved member of the Oracle PartnerNetwork Siebel Product Focus Area, Developer may order a demonstration account for the CRM On Demand Service for Developer s use pursuant to which Oracle grants Developer a nonexclusive, nontransferable license to use the CRM On Demand Service to permit up to two (2) Users to access and display the CRM On Demand Service for the sole purposes of demonstrating and promoting the CRM On Demand Service to potential end users and solely in connection with the Developer Integrations. Prior to using or accessing the demonstration account for the CRM On Demand Service, at least one User must attend at least one (1) training program offered by Oracle, at Developer s cost. Access and display of the CRM On Demand Service shall be pursuant to the terms set forth in the agreement and this CRM On Demand Addendum and the terms provided in the applicable order with Oracle, and not the terms of any clickwrap agreement that you may accept to access such demonstration account for the CRM On Demand Service. The demonstration account for the CRM On Demand Service may not be used for production purposes. The term of the demonstration account will commence on the effective date of the order for such demonstration CRM On Demand Service and will end at the earlier of one year after such effective date or the end of this agreement. Upon lapse of the demonstration account term, the Users usage rights shall immediately terminate. You understand and agree that any demonstration account that is inactive for a period of ninety (90) days or greater may be deleted by Oracle. If a demonstration account is deleted or lapses, you may order a new demonstration account pursuant to this CRM On Demand Addendum. The demonstration CRM On Demand Services are provided "as is" and Oracle does not provide technical support or Customer Care service or offer any warranties for these demonstration CRM On Demand Services. Oracle reserves the right to access, review and/or delete the demonstration account and/orany of your demonstration data contained therein at any time, at its sole discretion, as required to facilitate operational efficiency or otherwise. 4. Support, Maintenance, and Online CRM On Demand Development Community Forum Developer shall be solely responsible for the support and maintenance of the Developer Integrations. OPN.CRM OD Development Addendum.v031607_clickwrap_US Page 2 of 5

As part of CRM On Demand Developer Service, Oracle will provide Developer with access to the Online CRM On Demand Development Community Forum located at http://www.siebelcommunity.com (or another designated web site or IP address provided to Developer by Oracle) (the Forum ). Developer s access to and use of the Forum is subject to the Terms of Use, which are located at http://www.oracle.com/html/terms.html (or another designated web site or IP address provided to Developer by Oracle). Developer understands and agrees that its use of the Forum is at Developer s sole risk. In addition, as part of CRM On Demand Developer Service, Oracle will provide Standard Customer Care Services to Developer pursuant to the then-current Customer Care Services Policies located at http://www.crmondemand.com/customercarepolicy (or another designated web site or IP address provided to Developer by Oracle) (the Policies ), as if Developer were a Customer ; provided, however, that notwithstanding anything to the contrary in the Policies: (i) Developer shall only receive Standard Customer Care and shall not receive Gold Customer Care; (ii) Developer may only log 5 service requests per year; (iii) Developer s use of the Customer Care Services is limited to issues involving the Oracle hosted development environment to which Oracle gives you access under this CRM On Demand Addendum and shall not include any issues involving the Developer Integrations; and (iv) Developer may access Standard Customer Care Services as part of the CRM On Demand Developer Service without the payment of any Customer Care Fees referenced in the Policies. The Policies are subject to change at Oracle s sole discretion. 5. Restrictions and Developer Acknowledgements The rights granted to Developer in this CRM On Demand Addendum are subject to all of the following: (i) Developer shall not utilize the CRM On Demand Developer Service for production use; (ii) Developer is responsible for ensuring that any usage by Users is in accordance with the terms and conditions of the agreement and this CRM On Demand Addendum; (iii) Developer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the CRM On Demand Developer Service available to any third party other than an authorized User; (iv) Developer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the CRM On Demand Developer Service or access or use the CRM On Demand Developer Service in order to perform a competitive evaluation or build a similar or competitive product or service; (v) except as expressly stated herein, no part of the CRM On Demand Developer Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vi) Developer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the CRM On Demand Developer Service; (vii) Developer acknowledges and agrees that Oracle or its Third Party Providers shall own all right, title and interest in and to all intellectual property rights (including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof) in the CRM On Demand Developer Service and any suggestions, enhancement requests, feedback, recommendations or other information provided by Developer or any other party relating to the CRM On Demand Developer Service or the CRM On Demand Developer Materials; (viii) Developer acknowledges that the CRM On Demand Developer Service is not intended for or designed for use in production or implementation, and that any data entered into the CRM On Demand Developer Service may not be maintained in the secure or private manner equivalent to a production environment or private implementation, and may be subject to loss, deletion or corruption; (ix) Developer agrees not to engage in any conduct that may be detrimental to Oracle; (x) Developer agrees not to enter into any agreement which requires Developer to take actions that are in conflict with the terms of the agreement and this CRM On Demand Addendum; (xi) Developer agrees not to remove or modify any program markings or any notice of Oracle s or its Third Party Providers proprietary rights; (xii) Developer agrees that Developer has not falsely identified itself or its corporate entity nor provided any false information to gain access to the CRM On Demand Developer Service; (xiii) Developer agrees to be responsible for any negative OPN.CRM OD Development Addendum.v031607_clickwrap_US Page 3 of 5

impact that the Developer Integrations may have on the CRM On Demand Developer Service and/or the CRM On Demand Services. In addition, Developer agrees not to use or permit use of the CRM On Demand Developer Service, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, junk mail, spam or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. Oracle reserves the right to remove or disable access to any material that violates the foregoing restrictions, and Oracle shall have no liability to Developer in the event that Oracle takes such action. Developer agrees to defend and indemnify Oracle and its Third Party Providers against any claim arising out of a violation by Developer of this Section. 6. No CRM On Demand Developer Service Fees The CRM On Demand Developer Service is provided for no additional charge. 7. Term and Termination The term of this CRM On Demand Addendum shall become effective upon the effective date set forth below and shall continue in effect for the same term as the agreement unless earlier terminated as discussed below. Oracle reserves the right in its sole discretion, to immediately suspend or terminate the terms of this CRM On Demand Addendum or Developer s password, account, access to or use of the CRM On Demand Developer Service for any reason. Upon the expiration or termination of the agreement or this CRM On Demand Addendum, your right to access or use the CRM On Demand Developer Service shall immediately cease. 8. Disclaimer of Warranties NOTWITHSTANDING THE ABOVE OR ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE CRM DEVELOPER SERVICE, THE CUSTOMER CARE SERVICES, THE ONLINE CRM ON DEMAND DEVELOPMENT COMMUNITY FORUM, AND ALL CONTENT PROVIDED BY ORACLE AND ANY THIRD PARTY PROVIDER IS PROVIDED BY ORACLE AND SUCH THIRD PARTY PROVIDER ON AN "AS IS" BASIS. ORACLE AND SUCH THIRD PARTY PROVIDER EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. NEITHER ORACLE NOR ITS THIRD PARTY PROVIDERS GUARANTEE THAT THE CRM DEVELOPER SERVICE, THE CUSTOMER CARE SERVICES, OR THE ONLINE CRM ON DEMAND DEVELOPMENT COMMUNITY FORUM WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL PERFORM ERROR-FREE OR UNINTERRUPTED. 9. Nondisclosure For purposes of this CRM On Demand Addendum, Oracle s Confidential Information shall also include, but not be limited to, the CRM On Demand Developer Service. Such Confidential Information shall be treated in accordance with the terms of the section of the agreement entitled Nondisclosure. 10. Developer s Responsibilities Upon Distribution Developer agrees that the following terms will be included in the end-user documentation included with the distributed Developer Integration(s), and in the software itself, wherever such third party acknowledgements appear: OPN.CRM OD Development Addendum.v031607_clickwrap_US Page 4 of 5

Oracle USA, Inc. (Oracle) does not endorse, promote, warrant or support this integration application to the Oracle CRM On Demand Service. IN NO EVENT SHALL ORACLE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 11. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS CRM ON DEMAND ADDENDUM NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS CRM ON DEMAND ADDENDUM, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE ANNUAL OPN MEMBERSHIP FEES YOU PAID ORACLE FOR THE RELEVANT YEAR DURING WHICH A CLAIM IS MADE. 12. Ethical Business Practices You acknowledge and agree that you and your owners, directors, officers, employees or agents have not, and will not, make or promise to make payments of money or anything of value, directly or indirectly, to any government or public international organization officials, political parties, or candidates for political office, for the purpose of obtaining or retaining business or securing any improper advantage, or to any other person or entity if such payment would violate applicable laws or treaties of the country in which made or the laws of the United States of America. You agree to comply with the terms of the Oracle Partner Code of Conduct and Business Ethics, which is available at http://partner.oracle.com (you must log in, select the Home tab, and select the Manage Your Membership portlet). You agree that any violation of this Section constitutes just cause for the immediate termination by Oracle of the terms of this CRM On Demand Addendum without any liability to you. You will also indemnify and hold Oracle and its parent company harmless from any claims, losses and liabilities resulting from any breach of any of your obligations under this Section. The obligations under this Section shall survive the termination or expiration of the terms of this CRM On Demand Addendum and the termination or expiration of the agreement. 13. Modification to Terms Oracle reserves the right to change the terms and conditions of this CRM On Demand Addendum at any time upon ten (10) days notice to Developer. Developer s continued use of the CRM On Demand Developer Service after any such changes shall constitute Developer s consent to such changes. Other than the modifications above, the terms and conditions of the agreement remain unchanged and in full force and effect. OPN.CRM OD Development Addendum.v031607_clickwrap_US Page 5 of 5